Daily Journal Corporation responds to Buxton Helmsley’s software accounting proposals and ongoing correspondence from CEO Alexander E. Parker.
Quiver AI Summary
Daily Journal Corporation has released a press statement to enhance public access to its recent Form 8-K filing with the SEC, following significant interest from Buxton Helmsley USA, Inc. and its CEO, Alexander E. Parker. The communication details Parker's assertion that the company should capitalize software development costs instead of expensing them, claiming this change could generate over $160 million in equity value for shareholders. He sought a consulting role that would earn him equity and requested two board seats, prompting the company to engage an independent accounting consultant for a review of its practices. The corporation affirms that its current accounting methods are transparent and have been consistently validated by audits over the years. In light of Parker's aggressive demands and subsequent threats related to SEC reporting, the company believes its decision to consult an independent firm rather than partner with Parker was prudent, aiming to maintain integrity and stakeholder trust.
Potential Positives
- Daily Journal Corporation's decision to engage an independent accounting consultant reinforces its commitment to transparency and accuracy in financial reporting, which can enhance shareholder trust.
- The company effectively communicates its longstanding practice and rationale for expensing software development costs, countering external suggestions with documented, credible historical context.
- By publicly addressing the unsolicited proposal from Buxton Helmsley USA, Inc. and clearly stating its position, the company positions itself as assertive and resilient against external pressures.
- Engaging an independent consultant in response to the proposal may improve the company's accounting practices, potentially benefiting future financial performance and demonstrating proactivity in governance.
Potential Negatives
- The press release highlights a lack of consensus on accounting practices, which could lead to uncertainty among investors regarding the company's financial integrity and management decisions.
- The company is being reported to the SEC by an external party, which can lead to potential regulatory scrutiny and may damage the company's reputation.
- Calls for the resignation of top executives from an external source suggest significant discontent with management among certain stakeholders, potentially impacting investor confidence.
FAQ
What is the purpose of this press release?
The press release provides public access to Daily Journal Corporation's Form 8-K and details about software accounting discussions.
Who is Alexander E. Parker?
Alexander E. Parker is the Chairman and CEO of Buxton Helmsley USA, Inc., who expressed interest in the company's accounting practices.
What did Mr. Parker propose to Daily Journal Corporation?
Mr. Parker proposed that the company capitalize software development costs, potentially unlocking over $160 million in equity value.
How has Daily Journal Corporation responded to Mr. Parker's letters?
The company has acknowledged his letters but decided to engage an independent accounting consultant instead of partnering with Buxton Helmsley.
Are there any regulatory concerns regarding Mr. Parker?
Yes, Mr. Parker and Buxton Helmsley are not registered as investment advisers with the SEC, raising potential regulatory concerns.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
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Full Release
Contact: Jessica Marshall (778)716-6706
LOS ANGELES, July 31, 2025 (GLOBE NEWSWIRE) -- Daily Journal Corporation is issuing this press release to provide additional public access to the Form 8-K it filed earlier this week with the Securities and Exchange Commission in response to the incredible interest in our software accounting expressed by Buxton Helmsley USA, Inc. and its Chairman and CEO, Alexander E. Parker. Below is the text of our Form 8-K. You can also visit our website at https://ir.dailyjournal.com for copies of Mr. Parker’s correspondence.
Item 8.01 Other Events.
Two weeks ago, we received a letter from Alexander E. Parker at a firm called Buxton Helmsley USA, Inc. The letter said Daily Journal Corporation (the “Company”) should be capitalizing software development costs instead of expensing them under GAAP, and that doing so would “unlock $160+ million in incremental equity value” for shareholders. Mr. Parker then asked for a consulting engagement that would pay him $24 million worth of Company equity if the stock price increased by that amount for any reason (i.e., $.15 of every dollar), and he asked for two seats on the Company’s Board of Directors. His initial July 14 letter is attached as Exhibit 99.1, and his follow-up letter dated July 18 (demanding an emergency Board meeting) is attached as Exhibit 99.2.
According to the SEC’s website, neither Mr. Parker nor Buxton Helmsley is registered as an investment adviser with the SEC. The Buxton Helmsley website says that Mr. Parker is licensed by FINRA, but according to the FINRA website, he is not registered as a broker or investment adviser. His LinkedIn page says that Mr. Parker attended Mercy University from 2014 to 2016.
Mr. Parker seems to fancy himself a whistleblower, but the Company has been disclosing its practice of expensing software development costs and the reasons for that in its public filings for more than a decade. Nothing is hidden. The Company is well aware of the accounting rules under ASC 985-20, Costs of Software to be Sold, Leased, or Otherwise Marketed, and those rules require a continuous facts-and-circumstances analysis. The Company believes the accounting for its eSeries® product line development efforts is, and has been, correct. Furthermore, the Company’s approach has been reviewed as part of the annual audit without issue by three different national accounting firms since those development efforts began.
Mr. Parker is right that if the Company capitalized those costs, it would boost near-term earnings and asset values by reducing the Company’s expenses and shifting them to the balance sheet. Anyone who knew our longtime Chairman, Charles T. Munger, knows what his thoughts would have been on the idea of “creating value” through accounting.
Nonetheless, the Board and its Audit Committee decided to take this opportunity to engage an independent accounting consultant to make sure the Company is accounting for software development costs correctly. And that’s when Mr. Parker’s game became clear.
On July 23, one day after being informed of the decision to engage an independent accounting firm rather than Buxton Helmsley, Mr. Parker fired back a letter saying that only Buxton Helmsley was qualified to “restore trust” while at the same time notifying us that he was reporting the Company to the Enforcement Division of the SEC. That letter is attached as Exhibit 99.3. You should read it.
We suspect Mr. Parker will learn with age and experience that few people want to work with someone who presents himself this way. Even fewer want to work with someone who reports them to the government when he doesn’t get what he wants! Also, we’ve already reached out to the SEC staff and have offered to discuss with them the Company’s software development accounting and/or Mr. Parker, should they so desire.
Finally, we are attaching an email chain with Mr. Parker as Exhibit 99.4, and Mr. Parker’s fourth letter, this one dated July 25, as Exhibit 99.5. This most recent letter is addressed to Company stockholders and calls for the immediate resignation of both the Company’s CEO and its CFO. Remember, all that’s happened here is that the Company’s Audit Committee decided to engage an independent accounting consultant instead of him! After considering Mr. Parker’s analysis, his demand for equity compensation and his threats should the Company challenge him (see page 5 of the July 23 letter in particular), we suspect Company shareholders will agree that the Audit Committee made a prescient and wise decision in not “partnering” with Mr. Parker.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Letter from Buxton Helmsley USA, Inc., dated July 14, 2025.
99.2 Letter from Buxton Helmsley USA, Inc., dated July 18, 2025.
99.3 Letter from Buxton Helmsley USA, Inc., dated July 23, 2025.
99.4 Various correspondence Alexander E. Parker between July 14 and July 23, 2025.
99.5 Letter from Buxton Helmsley USA, Inc., dated July 25, 2025.
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